Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Jeffrey C. Dutton from the Board of Directors
On October 6, 2021, Mr. Jeffrey C. Dutton tendered his notice of resignation
from the Board of Directors (the "Board") of GrafTech International Ltd. (the
"Company"), effective immediately. Mr. Dutton did not serve on any committees of
the Board and was a one of three directors designated by BCP IV GrafTech
Holdings LP, an affiliate of Brookfield Asset Management Inc. ("Brookfield"),
pursuant to the terms of the Stockholder Rights Agreement, dated April 23, 2018,
as amended as of November 6, 2019, entered into by and between BCP IV GrafTech
Holdings LP and the Company (the "Stockholder Rights Agreement"). Mr. Dutton was
a Class III director. Pursuant to the Stockholder Rights Agreement, because
Brookfield's ownership of the Company's common stock decreased below 25% of the
Company's outstanding common stock, Mr. Dutton's term would have otherwise
expired at the 2022 annual meeting of stockholders of the Company. Mr. Dutton's
resignation did not involve any disagreement with the Company on any matter
relating to the Company's operations, policies, or practices.
Promotion of Jeremy S. Halford to Executive Vice President, Chief Operating
Officer
On October 7, 2021, the Company announced the promotion of Jeremy S. Halford to
Executive Vice President, Chief Operating Officer, effective as of October 11,
2021.
Mr. Halford, 49, previously served as the Company's Senior Vice President,
Operations and Development since May 1, 2019. Prior to joining the Company, Mr.
Halford was the President of Arconic Engineered Structures, a producer of highly
engineered titanium and aluminum components for the aerospace, defense and oil
and gas markets, a position he held since January 2017. Mr. Halford also was
President of Doncasters Aerospace, a manufacturer of components and assemblies
for the civil and military aero engine and airframe markets, from 2014 to 2016,
and Vice President, Global Business Development, Doncasters Group Limited, from
2013 to 2014. Previously, he also was President, Mayfran International from 2012
to 2013, and spent seven years at Alcoa in a variety of general management and
strategy roles. Mr. Halford holds a Master of Business Administration degree
from Harvard University and a Bachelor of Science degree in Mechanical
Engineering from GMI Engineering and Management Institute (now Kettering
University).
In connection with his promotion, Mr. Halford's annual base salary rate will
increase to $525,000. Mr. Halford will continue to participate in the Company's
performance-based annual cash incentive plan with an increased target
opportunity of 80% of base salary and will continue to participate in the
equity-based long-term incentive program. Mr. Halford's performance-based annual
cash incentive bonus will be prorated to reflect his target opportunity and
annual base salary prior to being promoted and his target opportunity and annual
base salary following such promotion. In addition, Mr. Halford will continue to
be eligible to participate in Company-sponsored benefits, including health
benefits, a 401(k) plan and a defined contribution retirement plan. Mr. Halford
will continue to be seconded as an international assignee to GrafTech
Switzerland S.A.
There are no family relationships between Mr. Halford and any other any director
or executive officer of the Company and there are no arrangements or
understandings between him and any other person pursuant to which he was
selected for his position. There are no related person transactions involving
Mr. Halford that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
A copy of the press release issued by the Company announcing the promotion of
Mr. Halford is attached as Exhibit 99.1 and is incorporated herein by reference.
Elections of Debra Fine, Jean-Marc Germain and Henry R. Keizer to the Board of
Directors
On October 7, 2021, the size of the Board was increased from nine to eleven
members. In accordance with the Company's Amended and Restated Certificate of
Incorporation that requires that the classes of the Board shall consist, as
nearly as may be possible, of one-third of the total number of directors
constituting the entire Board, Classes I and II were each increased by one
director such that Classes I and II consist of four directors and Class III
consists of three directors.
To fill the vacancies resulting from the increase in the size of the Board and
Mr. Dutton's resignation, on October 7, 2021, the Board appointed Jean-Marc
Germain, Henry R. Keizer, and Debra Fine (collectively, the "Directors") as
directors, effectively immediately, to fill the additional Class I directorship,
additional Class II directorship, and vacancy in the Class III directorship,
respectively. Upon the separation of the Governance and Compensation Committee
into separate nominating and corporate governance and compensation committees,
the Directors are expected to serve on the committees of the Board as follows:
Mr. Germain: compensation committee; Mr. Keizer: audit committee and nominating
and corporate governance committee; and Ms.
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Fine: audit committee. The Board has determined that each of the Directors is
independent under the New York Stock Exchange listing standards.
Each of the Directors will participate in the Company's standard director
compensation program for non-employee directors, which is described on pages
10-11 of the Company's Proxy Statement for its Annual Meeting of Stockholders
held on May 13, 2021, which was filed with the United States Securities and
Exchange Commission ("SEC") on April 8, 2021. The Company intends to enter into
an Indemnification Agreement with each of the Directors. The form of
Indemnification Agreement was previously filed with the SEC on March 26, 2018 as
Exhibit 10.15 to the Company's Registration Statement on Form S1/A
(Registration No. 333223791) and is incorporated herein by reference.
There are no related person transactions involving the Directors that would
require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company announcing the election of the
Directors is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 Press release of GrafTech International Ltd., dated October 7, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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